JOBS Act Creates Two New Exemptions from Broker-Dealer Registration

On March 27, 2012, the US House of Representatives approved the final version of the Jumpstart Our Business Startups Act (called the “JOBS Act” or the “Act”), which significantly liberalizes the regulatory regime relating to certain private placements and the IPO process for newly defined “emerging growth companies.” One lesser-reported aspect of the JOBS Act is that it creates two new exemptions from broker-dealer registration under section 15(a) of the Securities Exchange Act of 1934 (the “Exchange Act”): an exemption for intermediaries participating solely in offerings conducted in compliance with Rule 506 under Regulation D, and another for “Funding Portals” (commonly known as crowdfunding platforms). The purpose of this note is to highlight and identify the requirements that must be met in order for a person to take advantage of these two new exemptions.